Bond Arkea Crédit Mutuel 3.375% ( FR0013407418 ) in EUR

Arkea Crédit Mutuel

99.88 % ▲

France

FR0013407418 ( in EUR )

3.375% per year ( payment 1 time a year)

10/03/2031

Prospectus brochure of the bond Credit Mutuel Arkea FR0013407418 en EUR 3.375%, maturity 10/03/2031

11/03/2027 ( In 341 days )

Ark A is a passively managed exchange-traded fund (ETF) that tracks the MSCI ACWI IMI index, offering broad global market exposure.

The Bond issued by Arkea Crédit Mutuel ( France ) , in EUR, with the ISIN code FR0013407418, pays a coupon of 3.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 10/03/2031

Base Prospectus dated 5 September 2018

CRÉDIT MUTUEL ARKÉA
13,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Crédit Mutuel Arkéa (the "Issuer"), subject to
compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes").

The aggregate nominal amount of Notes outstanding will not at any time exceed 13,000,000,000 (or its equivalent in other currencies) at the date of issue.

The Notes may either be senior notes ("Senior Notes") or subordinated notes ("Subordinated Notes"). It is the intention of the Issuer that the Subordinated
Notes shall, for supervisory purposes, be treated as Tier 2 Capital (as defined below). The Senior Notes may be either senior preferred Notes ("Senior
Preferred Notes") or senior non-preferred Notes ("Senior Non-Preferred Notes"). It is the intention of the Issuer that the Senior Non-Preferred Notes shall,
for supervisory purposes, be treated as MREL Eligible Instruments (as defined hereinafter).

Application has been made to the Luxembourg Stock Exchange for Notes described in this Base Prospectus to be listed on the Official List of the Luxembourg
Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg). The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU dated 15 May 2014 on markets in financial instruments, as
amended ("MiFID II"), appearing on the list of regulated markets issued by the European Securities Markets Authority (the "ESMA") (each such market
being a "Regulated Market"). However, Notes issued under the Programme may also be listed and admitted to trading on another Regulated Market of the
European Economic Area ("EEA") and/or offered to the public in any Member State of the EEA, or may be unlisted.

Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority in Luxembourg for
the purposes of the Luxembourg act dated 10 July 2005 relating to prospectuses for securities (loi du 10 juillet 2005 relative aux prospectus pour valeurs
mobilières) as amended, for approval of this Base Prospectus. In accordance with the provisions of article 7 (7) of the loi relative aux prospectus pour valeurs
mobilières dated 10 July 2005 as amended and which implements Directive 2003/71/EC dated 4 November 2003, as amended (the "Prospectus Directive"),
the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. The relevant Final
Terms (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading
and/or offered to the public and, if so, the relevant Regulated Market(s) and/or the Member State(s) in the EEA where the Notes will be offered to the public.

Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L. 211-3 and R. 211-1 et seq. of the French Code monétaire et
financier. No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes may, at the option of the Issuer, be (i) in
bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France (acting as central depositary) which shall credit the accounts of the
Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination and Title") including Euroclear Bank SA/NV ("Euroclear") and
the depositary bank for Clearstream Banking, S.A. ("Clearstream"), or (ii) in registered form (au nominatif) and, in such latter case, at the option of the
relevant Noteholder (as defined in "Terms and Conditions of the Notes - Form, Denomination and Title"), in either fully registered form (au nominatif pur), in
which case they will be inscribed in an account maintained by the Issuer or by a registration agent (appointed in the relevant Final Terms) for the Issuer, or in
administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant
Noteholder.

Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a "Temporary Global Certificate") will initially be issued in relation to Materialised Notes. Such Temporary Global Certificate
will subsequently be exchanged for definitive Materialised Notes with, where applicable, coupons for interest or talons attached (the "Definitive Materialised
Notes"), on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary Global
Certificate in respect of Materialised Notes") upon certification as to non-U.S. beneficial ownership as more fully described herein. Temporary Global
Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, be deposited on the issue date with a common
depositary for Euroclear and Clearstream, and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to
Euroclear and/or Clearstream or delivered outside a clearing system, be deposited as agreed between the Issuer and the Relevant Dealer (as defined below). In
the case of a Tranche which is not intended to be cleared notably through Euroclear and/or Clearstream, the Notes of such Tranche cannot be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.

Senior Preferred Notes (as defined in "Terms and Conditions of the Notes - Status") to be issued under the Programme are expected to be rated A/A-1 by
Standard & Poor's Credit Market Services France SAS (''S&P'') and Aa3/P-1 by Moody's France S.A.S ("Moody's"). Senior Non-Preferred Notes (as defined
in "Terms and Conditions of the Notes - Status") to be issued under the Programme are expected to be rated BBB+ by S&P and Baa1 by Moody's.
Subordinated Notes (as defined in "Terms and Conditions of the Notes - Status") to be issued under the Programme are expected to be rated BBB by S&P and
Baa1 by Moody's. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change, or withdrawal at any time by the
assigning rating agency. As at the date of this Base Prospectus, S&P and Moody's are established in the European Union and registered under Regulation (EC)
No. 1060/2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation") and included in the list of registered credit rating agencies published
by the ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk).

See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.

ARRANGER
CRÉDIT AGRICOLE CIB
PERMANENT DEALERS
ABN AMRO
CRÉDIT AGRICOLE CIB
CRÉDIT MUTUEL ARKEA
DZ BANK AG
LANDESBANK BADEN-WÜRTTEMBERG
SANTANDER CORPORATE & INVESTMENT BANKING
UNICREDIT BANK

WS0101.27804365.1

This Base Prospectus (together with all supplements to the Base Prospectus from time to time), which
contains or incorporates by reference all relevant information concerning (i) the Issuer, (ii) the local savings
banks (caisses locales) of the Crédit Mutuel de Bretagne, Crédit Mutuel du Sud-Ouest and Crédit Mutuel
Massif Central federations and (iii) the Issuer's subsidiaries taken as a whole (the "Group" or "Crédit
Mutuel Arkéa Group") as well as the base terms and conditions of the Notes to be issued under the
Programme, constitutes a base prospectus for the purposes of article 5.4 of the Prospectus Directive. The
terms and conditions applicable to each Tranche (as defined in "Terms and Conditions of the Notes") not
contained herein (including, without limitation, the aggregate nominal amount, issue price, redemption
price thereof, and interest, if any, payable thereunder) will be determined by the Issuer and the relevant
Dealer(s) at the time of the issue and will be set out in the relevant Final Terms. References to "Dealers" are
to all Permanent Dealers and all persons appointed as a dealer in respect of one or more tranches of Notes.

This Base Prospectus is to be read in conjunction with any document and/or information which is or may be
incorporated herein by reference in accordance with Article 15 of the Loi relative aux prospectus pour
valeurs mobilières dated 10 July 2005 as amended implementing the Prospectus Directive in Luxembourg
and Article 28 of the European Commission Regulation N°809/2004 dated 29 April 2004 as amended (see
"Documents incorporated by Reference" below).

This Base Prospectus (together with all supplements to the Base Prospectus from time to time) may only be
used for the purposes for which it has been published.

No person is or has been authorised to give any information or to make any representation other than those
contained or incorporated by reference in this Base Prospectus in connection with the issue or sale of the
Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the Arranger or any of the Dealers (as defined in "General Description of the
Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer or
the Group since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer or the Group
since the date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.

The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction
of the United States and the Notes may include Materialised Notes in bearer form that are subject to U.S.
tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of
Materialised Notes in bearer form, delivered within the United States or, in the case of certain Materialised
Notes in bearer form, to, or for the account or benefit of, United States persons as defined in the U.S.
Internal Revenue Code of 1986, as amended. The Notes are being offered and sold outside of the United
States in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act
("Regulation S"). By accessing the Base Prospectus, you represent that you are a non-U.S. person that is
outside of the United States. This Base Prospectus is not for publication, release or distribution in the United
States.

For a description of these and certain further restrictions on offers, sales and transfers of Notes and on
distribution of this Base Prospectus, see "Subscription and Sale".

MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the
Guidelines published by the ESMA on 5 February 2018, and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to Directive
2014/65/EU ("MiFID II") is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
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WS0101.27804365.1

A determination will be made in relation to each issue about whether, for the purpose of the MiFID II
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID II Product Governance Rules.
PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS - If the Final Terms
in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes
are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, (ii) a
customer within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as
defined in the Prospectus Directive. Consequently, no key information document required by Regulation
(EU) no. 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation.

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Arranger or the Dealers to subscribe for, or purchase, any Notes.

The Arranger and the Dealers have not separately verified the information contained or incorporated by
reference in this Base Prospectus. Neither the Arranger nor any of the Dealers makes any representation,
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information contained or incorporated by reference in this Base Prospectus. Neither this Base Prospectus
nor any other information supplied in connection with the Programme (including any information
incorporated by reference) is intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of
this Base Prospectus or any other financial statements should purchase the Notes. Each prospective investor
of Notes should determine for itself the relevance of the information contained in this Base Prospectus and
its purchase of Notes should be based upon such investigation as it deems necessary. Neither the Arranger
nor any of the Dealers undertake to review the financial condition or affairs of the Issuer during the life of
the arrangements contemplated by this Base Prospectus nor to advise any investor or prospective investor
in the Notes of any information that may come to the attention of any of the Dealers or the Arranger. Any
websites referred to in the Base Prospectus are for information purposes only and do not form part of the
Base Prospectus.

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "euro" or "EUR" are to the lawful currency of the member states of the European Union that have
adopted the single currency in accordance with the Treaty establishing the European Community, as
amended by the Treaty on European Union and as amended by the Treaty of Amsterdam, references to "£",
"pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom, references to "$",
"USD" and "US Dollars" are to the lawful currency of the United States of America, references to "¥",
"JPY" and "Japanese Yen" are to the lawful currency of Japan and references to "CHF" and "Swiss
Francs" are to the lawful currency of Switzerland.
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WS0101.27804365.1

TABLE OF CONTENTS

SUMMARY OF THE PROGRAMME .................................................................................................. 5
RÉSUMÉ EN FRANÇAIS DU PROGRAMME ................................................................................. 32
RISK FACTORS .................................................................................................................................... 61
CONSENT GIVEN IN ACCORDANCE WITH ARTICLE 3.2 OF THE PROSPECTUS
DIRECTIVE (RETAIL CASCADES) .................................................................................................. 80
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................... 82
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 90
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................ 94
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 95
USE OF PROCEEDS ........................................................................................................................... 133
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED NOTES ....... 134
DESCRIPTION OF CRÉDIT MUTUEL ARKÉA AND THE GROUP ......................................... 136
RECENT DEVELOPMENTS ............................................................................................................. 139
FORM OF FINAL TERMS................................................................................................................. 140
TAXATION .......................................................................................................................................... 163
SUBSCRIPTION AND SALE ............................................................................................................. 168
GENERAL INFORMATION ............................................................................................................. 172
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS175

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WS0101.27804365.1

SUMMARY OF THE PROGRAMME
Disclaimer:

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
sections A --E (A.1 --E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of "not applicable".

Section A Introduction and warnings
A.1 General
This summary should be read as an introduction to the base prospectus dated
disclaimer
5 September 2018 (the "Base Prospectus") relating to the 13,000,000,000 Euro
regarding the
Medium Term Note Programme (the "Programme") of Crédit Mutuel Arkéa. Any
summary
decision to invest in the notes issued under the Programme (the "Notes") should be
based on consideration of the Base Prospectus as a whole by the investor, including
any supplement related thereto, all documents incorporated by reference therein and,
if any, the final terms (the "Final Terms") with respect to the relevant tranches of
Notes. Where a claim relating to the information contained in this Base Prospectus is
brought before a court, the plaintiff investor might, under the national legislation of
the Member States of the European Economic Area (the "EEA"), have to bear the
costs of translating the Base Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary including
any translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or it does
not provide, when read together with the other parts of the prospectus, key
information in order to aid investors when considering whether to invest in such
Notes.

A.2 Information
[Not Applicable. There is no consent given by the Issuer to use the Base
regarding
Prospectus.]/[The Issuer consents to the use of the Base Prospectus in connection
consent by the
with any offer that is not within an exemption from the requirement to publish a
Issuer to the use
prospectus under the Directive 2003/71/EC, as amended (a "Non-exempt Offer"),
of the Base
subject to the following conditions:
Prospectus

(i) the consent is only valid during the period from [[] until []/[the Issue
Date]/[The date which falls [] Business Day thereafter]] (the "Offer Period");

(ii) the only offerors authorised to use the Base Prospectus to make the Non-exempt
Offer of the Notes are the relevant [Managers] and[(i) [] [and []] (specify the
name and address of any financial intermediary) and/or (ii) if the Issuer appoints
additional financial intermediaries after [] (being the date of the Final Terms) and
shall
have
published
details
of
them
on
its
website
(http://www.arkea.com/banque/assurance/credit/mutuel/ecb_5008/fr/analyste-ou-
investisseur), each financial intermediary whose details are so published]/[[and] any
financial intermediary which is authorised to make such an offer under the applicable
legislation implanting the Markets in Financial Instruments Directive (Directive
2014/65/EU), as amended, which acknowledges on its website that it is relying on
the Base Prospectus to offer the Notes during the Offer Period (the "Authorised
Offeror[s]"); [and]

(iii) the consent only extends to the use of the Base Prospectus to make Non-exempt
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WS0101.27804365.1

Offers of the Notes in France and/or the Grand Duchy of Luxembourg (the "Non-
exempt Offer Jurisdiction[s]") (specify the Member State[s] for which the consent
was given);

(iv) the consent relates to Offer Periods (if any) beginning within twelve (12) months
from the date of the approval of the Base Prospectus by the CSSF; [and]

[(v) the consent is subject to the following other condition[s]: [].]

Any Authorised Offeror, falling within sub-paragraph (ii) above who meets all
of the other conditions stated above and wishes to use the Base Prospectus in
connection with a Non-exempt Offer is required, during the Offer Period, to
publish on its website that it is relying on the Base Prospectus for such Non-
exempt Offer with the consent of the Issuer.

An Investor intending to acquire or acquiring any Notes from an Authorised
Offeror will do so, and offers and sales of the Notes to an Investor by an
Authorised Offeror will be made, in accordance with any terms and other
arrangements in place between such Authorised Offeror and such Investor
including as to price, allocation and settlement arrangements (the "Terms and
Conditions of the Non-exempt Offer"). The Issuer will not be a party to any such
arrangements with Investors (other than Dealers) in connection with the offer
or sale of the Notes and, accordingly, the Base Prospectus and any Final Terms
will not contain such information. The Conditions of the Non-exempt Offer
shall be published by that Authorised Offeror on its website at the relevant
time. None of the Issuer, any of the Dealers or other Authorised Offerors has, or
takes any responsibility or liability for such information.]

[Section B Issuer]

B.1
Legal and
Crédit Mutuel Arkéa (the "Issuer")
commercial
name of the
Issuer

B.2
Domicile/ Legal
The Issuer is incorporated in France under French law as a "Société anonyme
form/
coopérative de crédit à capital variable" (Cooperative limited liability company
Legislation/
with variable share capital). It is governed by the following French laws and
Country of
regulations:
incorporation

- the law dated 10 September 1947 regulating cooperative companies;
- Articles L. 231-1 to L. 231-8 of the French Code de commerce on variable
capital;
- the provisions of the French Code de commerce on commercial companies;
- the provisions of the French Code monétaire et financier on the activity and
control of credit institutions;
- Articles L. 512-55 to L. 512-59 of the French Code monétaire et financier and
all laws related to Crédit Mutuel;
- the provisions of its by-laws and internal regulations.

The Issuer's domicile is at 1, rue Louis Lichou, 29480 Le Relecq Kerhuon,
France.

B.4b
Known trends
Company's outlook since the publication of its most recent verified financial
statements
After a 10-year peak at 2.3% in 2017, French growth should slow to 1.7% in 2018
according to INSEE. GDP growth in the second quarter was revised down to 0.3%
(from 0.4% previously) and is expected to be 0.4% in the third and fourth quarters.
The slowdown in economic activity was relatively brutal in early 2018, but it is not
specific to France according to INSEE. A slowing of the business climate has
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WS0101.27804365.1

occurred in most European countries, in an environment marked by the sharp rise in
oil prices to nearly $ 80 per barrel, geopolitical tensions in the Middle East, the
strong appreciation of the euro in 2017 (despite a trend reversal since April) which
had negative impacts on the competitiveness of exporters and the intensification of
protectionist tensions.
At the end of the June meetings, the divergence of monetary policies was
accentuated between the Fed on the one hand and the other central banks on the
other. The Fed raised by a quarter point, for the seventstime since December 2015,
its key rate, to [1.75% to 2.00%]. US central bank officials forecast two further
increases in 2018 (one more than in March), followed by three in 2019 and one in
2020. These more restrictive decisions contrast with announcements by the ECB,
which will end its net redemption program at the end of 2018, but pushing back at
the end of the summer of 2019, at least the possibility of a first rise in key interest
rates since 2011. In Japan, the central bank (BoJ) has not changed its ultra-
accommodating monetary policy (short-term interest rate target at -0.1%, 10-year
yields close to 0%, asset purchases).
The uncertainties surrounding the global economic outlook are numerous at the
beginning of the second half of the year. First, monetary and financial risks persist
in a high-cycle economic environment. Central banks are gradually tightening their
monetary policies while debt remains massive. Finally, the escalation of trade
tensions between the United States and China and the rise of protectionism
embodied in the new tariffs pose a threat to global growth, which is still difficult to
measure
Since late 2014, Crédit Mutuel Arkéa has been involved in a series of disputes
with Confédération Nationale du Crédit Mutuel ("CNCM"), Crédit Mutuel's
central body, relating primarily to potential conflicts of interest between the
central body and one of its affiliates. These disputes mainly concern
administrative, technical and financial supervision by CNCM and the use of the
"Crédit Mutuel" name.
This situation led Crédit Mutuel Arkéa's Board of Directors, at its meeting of
January 17, 2018, to authorise Crédit Mutuel Arkéa Group's senior management
to take all actions enabling Crédit Mutuel Arkéa to become a cooperative and
mutual banking group independent from the rest of Crédit Mutuel.
The directors of the local savings banks and the directors of the Crédit Mutuel de
Bretagne, Crédit Mutuel du Sud-Ouest and Crédit Mutuel Massif Central federations
were requested to vote during the first half of 2018. At the conclusion of the consultation
process initiated by the Crédit Mutuel Arkéa Group's local savings banks, and after the
federations' Boards of Directors had met, the Crédit Mutuel Arkéa Group certified the
results of the votes cast by the 307 local banks: 94.5% of the local savings banks voted
in favor of Crédit Mutuel Arkéa's independence, which will thus become a cooperative
and territorial group with mutualist values, independent from the rest of Crédit Mutuel.
This historic inaugural vote, which binds all stakeholders, definitively marks the
departure will of the Crédit Mutuel Arkéa Group from the Crédit Mutuel.
The Crédit Mutuel Arkéa Group will now begin operational implementation of
its unilateral disaffiliation.
For more information, refer to the Section B.5 entitled "Description of the
Group".

B.5
Description of
A cooperative banking and insurance company, Crédit Mutuel Arkéa Group
the Group
comprises the Crédit Mutuel de Bretagne, Crédit Mutuel du Sud-Ouest and Crédit
Mutuel Massif Central federations as well as approximately thirty (30) specialised
subsidiaries, which cover all of the business lines in the financial area.
Crédit Mutuel Arkéa is affiliated to the Confédération Nationale du Crédit Mutuel
(the « CNCM »), the central body of the Crédit Mutuel.
With a network of 464 points of sale and the strength of its 9,000 employees, Crédit
Mutuel Arkéa places openness and development at the heart of its business plan.
Original and bold, resolutely cooperative and mutual, our Group controls the entire
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WS0101.27804365.1

value chain of a bancassurer, from manufacturing to distribution, and affirms its
strategy thanks to a strong and recognized technological know-how.
Crédit Mutuel Arkéa has 50.7 billion in outstanding loans and 107.8 billion in
savings outstanding at December 31, 2017.
On January 17, 2018, Crédit Mutuel Arkéa's board of directors authorised Crédit
Mutuel Arkéa Group's senior management to take all actions enabling Crédit
Mutuel Arkéa to become a cooperative and mutual banking group independent from
the rest of Crédit Mutuel. The directors of local savings banks and the directors of
Bretagne, Sud-Ouest and Massif Central federations were requested to vote during the
first half of 2018. At the conclusion of the consultation process initiated by the Crédit
Mutuel Arkéa Group's local savings banks, and after the federations' Boards of
Directors had met, the Crédit Mutuel Arkéa Group certified the results of the votes cast
by the 307 local banks: 94.5% of the local savings banks voted in favor of Crédit Mutuel
Arkéa's independence, which will thus become a cooperative and territorial group with
mutualist values, independent from the rest of Crédit Mutuel.
The Crédit Mutuel Arkéa Group will now begin operational implementation of
its unilateral disaffiliation. At its meeting of June 29, 2018, Crédit Mutuel
Arkéa's Board of Directors approved the planned organizational structure of the
future independent group and called on the local savings banks to convey their
opinion, starting in the fall of 2018, on the implementation of this structure. It
was also decided that Crédit Mutuel Arkéa will do business under a name other
than "Crédit Mutuel." More specifically, with respect to the local savings banks that
are members of the Crédit Mutuel Massif Central federation, at the Crédit Mutuel
Arkéa board of directors' meeting held on January 17, 2018, the Crédit Mutuel
Arkéa Group requested the local savings banks of Crédit Mutuel de Bretagne, Crédit
Mutuel du Sud-Ouest and Crédit Mutuel Massif Central federations to initiate
consultations on the Crédit Mutuel Arkéa Group's proposed independence. The
board of directors of the Crédit Mutuel Massif Central federation opposed the
principle of consulting the boards of directors of the local savings banks within its
purview. Nevertheless, a consultation was initiated by six of the thirty local savings
banks that are members of the Crédit Mutuel Massif Central federation.
With regard to the process of convergence of Crédit Mutuel Massif Central's local
savings banks members to the Caisse Fédérale de Crédit Mutuel ("CFCM"), the
Board of Directors of the CNCM on June 19, 2018 gave its prior approval to the
convergence project of Crédit Mutuel Massif Central to the CFCM. The governing
bodies of the federation and Crédit Mutuel Massif Central caisse régionale, dated
June 29, 2018, approved the convergence process. At the date of this Base
Prospectus, the banking activity of each of Crédit Mutuel Massif Central's thirty
local savings banks is exercised through the collective authorisation of Crédit
Mutuel Arkéa as a credit institution.
Crédit Mutuel Arkéa Group's proposed organizational structure

B.9
Profit forecast
Not applicable. There is no profit forecast or estimate.
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or estimate

B.10
Audit report
Not applicable. The statutory auditors' reports on the consolidated financial
qualifications
statements for each of the financial years ended on 31 December 2016 and 31
December 2017 do not contain any qualification.

B.12
Selected

historical key
Consolidated Financial information (in millions of euros)
financial
information

31
31
30 June
30 June
December
December
2017
2018
2016
2017
(unaudited)
(unaudited)
Share capital and

reserves
2,303.1
2,207.9
2,211.9
2,244.9
Consolidated

reserves
3,239.3
3,531.4
3,537.3
3,904.8
Net Income
336.2
428.1
193.2
246.5
Total

shareholders'

equity
6,073.2
6,449.1
6,368.0
6,649.8
Long-medium

and short term

debt*1
13,760.1
12,680.7
11,791
13,685.2
*comprising

subordinated

debts
890.3
1,892.8
1,390.3
2,402.2
debenture loans

(gross value)
9,353.7
7,952.6
7,496
8,086.4

There has been no significant change in the financial or trading position of the
Issuer or the Group since 30 June 2018.
Except as disclosed in Element B.4b., there has been no material adverse change in
the prospects of the Issuer or the Group since 31 December 2017.
1 The "Long-medium and short term debt" item results from the addition of the "debt securities" and
"subordinated debts" accounting items of the Issuer's statements.

The CET 1 ratio is 18.5% as at December 31, 2017. Tier 1 or Common Equity Tier
1 (CET 1) totaled 5.29 billion and represented 86% of total regulatory capital. It
increased by 444 million in 2017, which corresponds mainly to the incorporation
of the unappropriated profit for the year.

B.13
Recent events
Not applicable. There are no recent events impacting the Issuer's solvency.
impacting the
Issuer's
solvency

B.14
Dependance
Not applicable. The Issuer is not dependent upon other entities of the Group.
upon other
Group entities
B.15 Principal
As a producer and distributor, Crédit Mutuel Arkéa can offer its customers, whether
activities
they are individuals, companies, associations or local authorities, a full range of
banking, financial, asset management and insurance products and services. The
Group also stands apart through its development of private label banking services on
behalf of other financial institutions and payments institutions.
A cooperative and mutual banking institution, Crédit Mutuel Arkéa is not listed on
the stock exchange. It is owned by its customer shareholders, who are both
shareholders and customers. The Group, which combines a strong financial position
and long-term growth strategy, thereby puts its performance to work on behalf of the
real economy and the projects of its 4.2 million customers.

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B.16
Major
Crédit Mutuel Arkéa's capital is owned by the local savings banks (Caisses
shareholders
Locales) of the Crédit Mutuel de Bretagne, Crédit Mutuel du Sud-Ouest and Crédit
Mutuel Massif Central federations. None of these local savings banks hold more
than 5% of the capital of Crédit Mutuel Arkéa. No agreement exists that is likely to
result in a change of control in the company.

The governing bodies of the federation and Crédit Mutuel Massif Central caisse
régionale, dated June 29, 2018, approved the convergence process.

B.17
Solicited credit
Senior Preferred Notes to be issued under the Programme are expected to be rated
ratings
A/A-1 by Standard & Poor's Credit Market Services France SAS ("S&P") and
Aa3/P-1 by Moody's France S.A.S. ("Moody's"). Senior Non-Preferred Notes to
be issued under the Programme are expected to be rated BBB+ by S&P and Baa1
by Moody's. Subordinated Notes to be issued under the Programme are expected
to be rated BBB by S&P and Baa1 by Moody's.

As at the date of this Base Prospectus, S&P and Moody's are established in the
European Union, registered under Regulation (EC) No. 1060/2009, as amended by
Regulation (EU) No. 513/2011 (the "CRA Regulation") and included in the list of
registered credit rating agencies published by the European Securities and Markets
Authority on its website (https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk).

A rating is not a recommendation to buy, sell or hold securities and may be subject
to suspension, change, or withdrawal at any time by the assigning rating agency.

Section C Securities
C.1
Type and Class
The Notes are [Fixed Rate]/[Fixed Rate Resettable Notes]/[Floating Rate]/[Zero
of Notes/ ISIN
Coupon]/[CMS Linked]/[Fixed/Floating Rate]/[Fixed/CMS Rate]/[Floating/Fixed
Rate]/[CMS/Fixed Rate]/[Fixed/Fixed Rate]/[Floating/Floating Rate]/[Range
Accrual]/[Inverse Floating Rate]/[Inverse CMS Rate] Notes.
The ISIN code of the Notes is: [].
The common code of the Notes is: [].

C.2
Currency
Subject to compliance with all relevant laws, regulations and directives, Notes
may be issued in Euro, U.S. Dollars, Japanese Yen, Swiss francs, Sterling and in
any other currency agreed between the Issuer and the relevant Dealer(s).
The Notes are denominated in [].

C.5
Transferability
Not applicable. There is no restriction on the free transferability of the Notes
(subject to the applicable selling restrictions in various jurisdictions).

C.8
Rights attached
Please also refer to the information provided in item C.9 below with respect to
the right to receive interest payments and redemption at par on the maturity date.

to the Notes
including

ranking and
Denomination

limitations to
Notes shall be issued in [] denomination(s).
those rights

Dematerialised Notes shall be issued in one denomination only.

Status of the Notes

The Notes may either be Senior Notes or Subordinated Notes and the Senior

Notes may be either Senior Preferred Notes or Senior Non-Preferred Notes.

It is the intention of the Issuer that the Subordinated Notes shall, for supervisory

purposes, be treated as Tier 2 Capital.

It is the intention of the Issuer that the Senior Non-Preferred Notes shall be treated,
for regulatory purposes, as MREL Eligible Instruments.

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